Bid Document No

8/14/2019 Bid Document No.

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BID DOCUMENT NO.______________

REQUEST FOR PROPOSAL FOR SELECTION OF SERVICE CENTRE

AGENCIES TO MANAGE AND OPERATE TWO HUNDRED (200)

COMMON SERVICES CENTERS IN THE STATE OF ARUNACHAL

PRADESH

VOLUME 2:

MASTER SERVICE AGREEMENT

Date: _________________

ISSUED BY

Arunachal Pradesh State Council for Science & Technology, StateDesignated Agency Under the

Department of IT & Science and Technology,Govt. of Arunachal Pradesh, Maung-phi Complex,

ESS-Sector, Itanagar-791111

Telephone No: 0360 2212934 Fax No: 0360-2212934


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Request for Proposal: Selection of Service Centre AgenciesVolume 2(Draft MSA)

Government of Arunachal Pradesh 2

Table of Contents

1. Definitions, Interpretations and Other Terms ..................................................................... 6

1.1 Definitions ..................................................................................................................................... 6

1.2 Interpretations ............................................................................................................................. 9

1.3 Conditions Precedent ............................................................................................................... 10

2. Rolling Out the CSCs ............................................................................................................... 11

2.1 Scope of the MSA ...................................................................................................................... 11

2.2 Term of the MSA....................................................................................................................... 11

2.3 Rollout of CSCs ......................................................................................................................... 11

2.4 The Special Purpose Vehicle (SPV) ...................................................................................... 112.5 Scope and Provision of the Services ...................................................................................... 12

2.6 Service Level Agreements ....................................................................................................... 13

2.7 Approvals and Required Consents ....................................................................................... 13

2.8 Use and Upkeep of Assets ........................................................................................................ 14

2.9 Requirements for the Prime Bidder ..................................................................................... 16

2.10 Security and Safety ................................................................................................................... 16

2.11 Co-operation ............................................................................................................................... 16

3. Financial Provisions.................................................................................................................. 18

3.1 Payments and Charges............................................................................................................. 18

3.2 Invoicing and Settlement ......................................................................................................... 20

3.3 Tax ................................................................................................................................................ 21

4. Breach and Rectification ......................................................................................................... 22

4.1 Events of Default, Rectification and Termination ............................................................. 22

4.2 Effects of Termination ............................................................................................................. 23

5. Warranties, Liabilities and Confidentiality ........................................................................ 25

5.1 Warranties .................................................................................................................................. 25

5.2 Third Party Claims ................................................................................................................... 25

5.3 Limitation of Liability.............................................................................................................. 26

5.4 Force Majeure............................................................................................................................ 26


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5.5 Confidentiality ........................................................................................................................... 27

5.6 Audit, Access and Reporting .................................................................................................. 28

5.7 Verification ................................................................................................................................. 28

5.8 Reporting..................................................................................................................................... 29

5.9 Empowered Committee ........................................................................................................... 29

6. Intellectual Property................................................................................................................. 30

6.1 Government IPR....................................................................................................................... 30

6.2 SCA IPR...................................................................................................................................... 31

7. Miscellaneous ............................................................................................................................. 32

7.1 SCA duties .................................................................................................................................. 32

7.2 Commitment for future Government Services................................................................... 33

7.3 Independent Contractor .......................................................................................................... 33

7.4 Assignment.................................................................................................................................. 33

7.5 Trademarks, Publicity ............................................................................................................. 33

7.6 Notices .......................................................................................................................................... 33

7.7 Severability and Waiver .......................................................................................................... 34

7.8 Compliance with Laws and Regulations .............................................................................. 34

7.9 Ethics ............................................................................................................................................ 35

7.10 Entire MSA................................................................................................................................. 35

7.11 Survivability ............................................................................................................................... 35

7.12 Insurance Cover ........................................................................................................................ 35

7.13 Governing Law .......................................................................................................................... 35

8. Dispute Resolution .................................................................................................................... 36

8.1 Dispute Resolution .................................................................................................................... 36

8.2 Amendment ................................................................................................................................ 36

9. Management Phase ................................................................................................................... 37

9.1 Governance ................................................................................................................................. 37

Schedule 1: Service Level Metrics for Roll-out, Operations and Payments............................. 38

Schedule 2: Exit Management ............................................................................................................. 41

Schedule 3: Model Service Level Agreement ................................................................................... 44

Schedule 4: Governance........................................................................................................................ 55


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MASTER SERVICE AGREEMENT

This Master Service Agreement, hereinafter referred to as MSA is made this ___ day of ___________ 2008

at Itanagar

BY AND AMONG

The Governorof the State of Arunachal Pradesh in his executive capacity for the Government of the State of

Arunachal Pradesh , acting through the Addl. Secretary, Directorate of Information Technology,

Arunachal Pradesh , hereinafter referred to as "GoAP" (which term or expression, unless excluded by or

repugnant to the subject or context, shall mean and include its successors-in office and assigns) of the First

Part

AND

The Arunachal Pradesh State Council for Science & Technology, Arunachal Pradesh, GoAP under the

Department of IT, Science and Technology, Government of Arunachal Pradesh, having its registered

office at Maung-phi Complex, ESS-Sector, Itanagar, Arunachal Pradesh , which has been appointed as the

nodal agency for implementing the Scheme by the GoAP, hereinafter referred to as " State Designated

Agency or the SDA" (which term or expression, unless excluded by or repugnant to the subject or context,

shall mean and include its successors and assigns) of the Second Part

AND

M/s ___________, a company/trust/society/[others as applicable] registered under the [Name of the Act],

having its registered office at ___________________ and place of business at _____________________,

hereinafter referred to as "Service Centre Agency or the SCA (which term or expression, unless excluded

by or repugnant to the subject or context, shall mean and include its successors and permitted assigns) of the

Third Part

Each individually a Party hereto and collectively the Parties

Whereas,

i. The GoAP intends to provide convenient and speedy Government Services, using Information &Communication Technologies (ICT) through Common Services Centers (CSCs). The CSCs will be

utilized as efficient distribution channels through which the GoAP can offer its services, information

and schemes etc. to citizens in a cost effective, sustainable and efficient manner. To undertake the

delivery of Government Services on a Public Private Partnership basis, the GoAP intends to appoint

Service Centre Agencies (SCAs) to roll out and manage the CSCs in the State of Arunachal Pradesh


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and offer revenue support to the SCAs, as agreed and accepted by the SDA through the SCAs

Financial Bid.

ii. The SCA shall develop, finance, design, build, rollout, operate, manage and maintain the CSCs fordelivery of services to the customers in accordance with the provisions of this MSA on a Build, Own

and Operate (BOO) basis; provided that the SCA shall be allowed to collect transaction charges for

providing Government services as determined by GoAP/ SDA and receive revenue support, as agreed

to between the SCA and GoAP, vide this MSA by enabling the private and social sector to use this

network for offering a host of IT and non-IT related services to customers and users.

Now therefore this agreement witnesseth as under


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1. Definitions, Interpretations and Other Terms

1.1 Definitionsa) Assetsmeans all Assetsused in providing services in accordance with this Agreement and

shall include:

i) Government Assetsii) All upgradation / enhancements and improvements to the above

b) Bidmeans the documents in their entirety comprising of the technical and commercial bidsubmitted by the successful bidder, the SCA herein, in response to the RFP, and accepted by

the SDA, signed for verification by the authorized representatives of the Parties, vide letter

no. _____dated_________2008;

c) B2C Services means Business to Consumer services, or all non-Government Services offeredthrough the CSCs;

d) B2B Servicesmeans all Business to Business services offered through the CSCs;e) Common Services CentersorCSCmeans the ICT enabled access points to be established by

the SCA as per the specifications and requirements set forth in Vol.1 of the RFP and this

MSA;

f) Confidential Information means all information including GoAP Data (whether in written,oral, electronic or other format) which relates to the technical, financial and business affairs,

customers, suppliers, products, developments, operations, processes, data, trade secrets,design rights, know-how and personnel of each Party and its affiliates which is disclosed to or

otherwise learned by the other Party in the course of or in connection with this MSA

(including without limitation such information received during negotiations, location visits

and meetings in connection with this MSA);

g) Customers means all citizens and users who use the CSCs for Government as well as otherservices, either directly or through the SCA;

h) Deliverables means all the activities related to the setting up and operations of CommonServices Centers, as defined in Volume 1 of the RFP, and as required as per this MSA;

i) Bid unit (comprising of sixteen (16) districts together for the entire State) means theminimum region, which the SCA has bid for and has been authorized to operate and manage

the CSCs, vide letter no. ____dated______


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j) Designated / Nominated Agency(s) means any GoI / GoAP approved agency, including aSpecial Purpose Vehicle (SPV) formulated for the Scheme, as outlined in para 2.4 of this

MSA.

k) Effective Date means the date on which this MSA is executed;l) Government Assets means all assets made available to the SCA by the GoAP/SDA or any

person designated by the GoAP/SDA;

m) Government Services orG2C servicesmeans services that are offered by GoAP/GOI/or anyof their departments and agencies, through the CSCs, as outlined in the Service Level

Agreement(s) between the SDA and SCA, vide Schedule 3 of this MSA;

n) GoAP Data means all proprietary data of GoAP or its departments, instrumentalities,corporations and agencies or the SDA, but not restricted to user data which the SCA obtains,

possesses or processes in the context of providing the Services to the users pursuant to this

MSA;

o) MSA means this Master Service Agreement (MSA), together with the recitals and allschedules and the contents, requirements, specifications and standards of the Volume I of the

RFP (as may be amended, supplemented or modified in accordance with the provisions

hereof) and the Bid. In the event of a conflict between this MSA and the Schedules, the terms

of the MSA shall prevail;

p) Network Connectivity means the appropriate communication network for interactive andonline access to voice, data, and video based services, including wireless broadband

connectivity that shall be deployed by the SCA to connect to the CSCs;

q) Operations or Operations and Management means the operation, maintenance andmanagement of the CSCs by the SCA;

r) Performance Security means the irrevocable and unconditional Bank Guarantee provided bythe SCA from a Scheduled Commercial Bank in favor of the SDA for an amount specified in

the Vol. 1 of the RFP;

s) Prime Biddermeans the Lead Bidder in accordance with the Volume 1 of the RFP;t) Proprietary Information means processes, methodologies and technical and business

information, including drawings, designs, formulae, flow charts, data and computer programs

already owned/licensed by either Party or granted by third parties to a Party hereto prior to the

execution/subsequent of this MSA;

u) Required Consents means the written consents, clearances and licenses, rights and otherauthorizations as may be required to be obtained by the SCA, for all activities / software /

hardware under the CSC Scheme;


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v) RFP means the Request For Proposal released vide Bid Document no._________ dated __________2008, and include all clarifications/addendums, explanations and amendments

issued by the SDA in respect thereof;

w)Replacement SCA means any third party that the SDA may appoint to replace the existingSCA upon expiry of the term or prior termination of this MSA;

x) SCA Data Centre means the Data Centre that may be set up by the SCA with requisite ICTinfrastructure that shall include but not be limited to servers, routers, switches, etc. for

delivering the services through the CSCs to the customers;

y) CSC Scheme means the process of setting up, managing and operating the CSCs by the SCA;z) Service Level(s) means the performance criteria, which will apply, to the services delivered

through the CSCs;

aa)Service Level Agreement(s) means agreement(s) executed by and between GoAP, SDA andthe SCA for delivering various Government services through the CSCs, pursuant to the

Schedule 3 of this MSA;

bb)Services means the content and services delivered and to be delivered to the customers by theSCA through the CSCs, set up, managed and operated by the SCA and includes but not

limited to the list of services specified in Volume 1 of the RFP or as may be specified in the

subsequent Agreement/s;

cc) Users means the citizens, businesses, GoAP including its departments, service providers,technology vendors, corporations and agencies and their employees, as the context admits or

requires;

dd) State Data Centre means State/District Data Centre, which will host the Governmentapplications, backend infrastructure, including client server hardware, software, LAN access

switch, server farm, firewall, core WAN router for connecting high speed internet connections

and high-speed WAN links connecting to various departments, agencies and entities of the

GoAP;

ee) Term means the duration of this MSA;ff) Third Party Systems means systems (or any part thereof) in which the Intellectual Property

Rights are owned by a third party and to which SCA has been granted a license to use and

which are used in the provision of Services;

gg)Utility Service Provider means the provider of a Utility Service designated by theGoAP/SDA;

hh)Village Level EntrepreneurorVLEmeans the individual identified and retained by the SCAas employee or business associate/partner/franchisee in any other legal and contractual


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capacity for the day-to-day management, operations and maintenance of the CSCs so as to

provide services to the customers;

1.2 Interpretationsa) References to any statute or statutory provision include a reference to that statute or

statutory provision as from time to time amended, extended, re-enacted or consolidated

and to all statutory instruments made pursuant to it;

b) Words denoting the singular shall include the plural and vice-versa and words denotingpersons shall include firms and corporations and vice versa;

c) Unless otherwise expressly stated, the words "herein", "hereof", "hereunder" and similarwords refer to this MSA as a whole and not to any particular Article, Schedule. The term

Articles, refers to Articles of this MSA. The words "include" and "including" shall not be

construed as terms of limitation. The words "day" and "month" mean "calendar day" and

"calendar month" unless otherwise stated. The words "writing" and "written" mean "in

documented form", whether electronic or hard copy, unless otherwise stated;

d) The headings and use of bold type in this MSA are for convenience only and shall notaffect the interpretation of any provision of this MSA;

e) The Schedules to this MSA form an integral part of this MSA and will be in full forceand effect as though they were expressly set out in the body of this MSA;

f) Reference at any time to any agreement, deed, instrument, license or document of anydescription shall be construed as reference to such agreement, deed, instrument, license

or other document as the same may be amended, varied, supplemented, modified,

novated or suspended at the time of such reference;

g) References to construction or roll out includes, unless the context otherwise requires,design, development, implementation, engineering, procurement, delivery,

transportation, installation, processing, fabrication, acceptance testing, certification,

commissioning and other activities incidental to the construction or roll out, and

construct or roll out shall be construed accordingly;

h) Any word or expression used in this MSA shall, unless defined or construed in this MSA,bear its ordinary English language meaning;

i) The damages payable by a Party to the other Party as set forth in this MSA, whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and

liquidated damages likely to be suffered and incurred by the Party entitled to receive the

same and are not by way of liquidated damages;


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j) This MSA shall operate as a legally binding agreement specifying the master terms,which apply to the Parties under this agreement and to the provision of the services by

the SCA;

k) The SDA may nominate a technically competent agency/individual for conductingacceptance testing and certification of the Scheme or carry out these tasks itself;

l) The agency/individual nominated by the SDA can engage professional organizations forconducting specific tests on the software, hardware, networking, security and all other

aspects;

m) The agency/individual will establish appropriate processes for notifying the SCA of anydeviations from the norms, standards or guidelines at the earliest instance after taking

cognizance of the same to enable the SCA to take corrective action;

n) Such an involvement of and guidance by the agency/person will not, however, absolvethe SCA of the fundamental responsibility of designing, developing, installing, testing

and commissioning the CSCs.

1.3 Conditions PrecedentThe SCA will provide the Performance Security before the execution of this MSA to the

SDA as specified in Vol. 1 of the RFP;


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2. Rolling Out the CSCs

2.1 Scope of the MSAa) The SCA is mandated to establish Two Hundred (_200_) CSCs in 16 districts of the State

of Arunachal Pradesh. The GoAP will provide available Government Services through

the CSCs.

b) The GoAP will extend revenue support to the SCA as agreed vide this MSA.c) This MSA shall govern the provision of Deliverables of the SCA to GoAP and the SDA,

included in the RFP and the MSA. It is anticipated that new or renewal agreements may

be undertaken by creating separate Service Level Agreements with schedules and

exhibits, as required, under this MSA for each/set of Government Service(s). A copy of

the Service Level Agreement is attached as Schedule 3 of this MSA.

2.2 Term of the MSAThis MSA shall come into effect on the Effective Date and shall continue and extend, unless

terminated earlier in accordance with the provisions hereof, for a period of four (4) years

from the satisfactory completion of roll out of all the CSCs in the SCAs sixteen districts

together. The maximum period for completion of roll out of the CSCs by the SCA is twelve

(12) months from the Effective Date. The Parties may continue to implement the Scheme

after expiry of the MSA on mutually agreed terms and conditions by executing a fresh MSA

2.3 Rollout of CSCsi.

The SCA shall set up and operationalize the CSCs at its own cost and expense within 12months from the Effective Date, as per the Deliverables outlined in the RFP document of

this MSA.

ii. The SCA may enter into arrangements at its own cost and risk with the non-Governmentcontent and service providers for IT and non-IT based services delivered through the CSCs.

iii. The SCA shall select, train, facilitate and enter into appropriate arrangements with theVLEs at its own cost and risk in accordance with the provisions of the RFP, and this MSA

for establishing, managing, operating and maintaining the CSCs.

2.4

The Special Purpose Vehicle (SPV)a) A Special Purpose Vehicle has been proposed to set up by the GoI to undertake the day-

to-day monitoring of the Scheme on behalf of the GoI/SDA. The SPV may undertake the

following key roles and responsibilities:

i Lay down operating and financial disciplines within the CSC system

ii Provide a framework for collaborative decision making process


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iii Catalyze and maintain content aggregation on an on-going basis

iv Build a common Identity, logo for the Scheme

b) The SPV may also undertake all the audit, monitoring and financial management of theScheme.

c) The SCA may if it so desires invest into the SPV as an equity shareholder in accordancewith the terms to be agreed between the Parties

2.5 Scope and Provision of the Servicesa) The provision of Services to the citizens with certainty and speed is the essence of the

MSA between the Parties. The SCA has the competence to manage and provide a variety

of Government and other private services to customers. The SCA will keep abreast of the

relevant technical, managerial and operational requirements applicable to the provision

of the Services and best practices in this area and will share its knowledge with the

GoAP and the SDA, regarding matters which would assist the GoAP and the SDA, in its

use of the services, provided that SCA shall not be obligated to share other client

information or Confidential Information of the SCA not relevant to this MSA. The

Services shall be performed by the SCA pursuant to project engagements under the

Service Level Agreements entered into in accordance with this MSA.

b) The SCA shall operate and manage the CSCs in a good professional mannercommensurate with existing industry and technical standards and innovations pursuant

thereon, so as to comply with the applicable Service Levels, as laid out in Schedule 1 of

this MSA, or as may be laid out in the individual Service Level Agreements for each

service.

c) The SCA shall be liable for ensuring compliance by the persons working for the SCA,including the VLEs, with the provisions of the RFP, the Bid, this MSA and the

performance of their respective obligations and functions in accordance with the

specifications and requirements and shall indemnify and keep indemnified the GoAP and

the SDA in this behalf.

d) No Party to this MSA will at any time perform, or omit to perform, any act which it isaware, at the time of performance, will place the other Party in default under any

insurance policy, mortgage or lease governing activities at any location provided by the

GoAP.

e) Except as otherwise provided for herein or with the prior written approval of GoAP/SDA, the SCA shall not:


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i. Systematically collect and use any GoAP Data, Deliverable, Assets or GoAPcontents/contents of G2C services and information, including the use of any data

mining, or similar data gathering and extraction methods;

ii. Market, sell, or make commercial or derivative use of the GoAP Data, Deliverable orAssets, GoAP contents/contents of G2C services and information;

iii. Publish, publicly perform or display, or distribute to any third party any GoAP Data,Deliverables or GoAP contents/contents of Government services and information,

including reproduction on any computer network or broadcast or publications media;

or

iv. Use, frame, or utilize framing techniques to enclose any portion of the GoAP Data,Deliverables or GoAP contents/contents of G2C services and information (including

images, any text or the layout/design, form or content of any page or otherwise).

2.6 Service Level AgreementsSeparate Agreements shall govern service levels for the Government services delivered

through the CSCs, in pursuance of this MSA. The Service Level Agreements shall be

executed along/separately with the MSA and commence from the Effective Date of the MSA

or the Agreements and shall, unless terminated earlier in accordance with the terms hereof or

thereof or unless otherwise agreed by the Parties, expire on the date on which this MSA

expires. A model Service Level Agreement (SLA) is included herein as Schedule-3 along

with Appendices as a part of this MSA

2.7 Approvals and Required Consentsa) The Parties shall co-operate to procure, maintain and observe all relevant and customary

regulatory and governmental licenses, clearances and applicable approvals (hereinafter

the Approval) necessary for the SCA to provide the Services. The costs of such

Approvals shall be borne by the Party normally responsible for such costs according to

local custom and practice in the locations where the Services are to be provided.

b) The GoAP and the SDA shall endeavor to assist the SCA in obtaining the RequiredConsents. In the event that any Required Consent is not obtained, the SCA and the GoAP

(along with the SDA) will co-operate with each other in achieving a reasonable

alternative arrangement as soon as practicable for the GoAP to continue to process its

work with as minimal interruption to its business operations as is commercially

practicable. The SCA shall not be relieved of its obligations to provide the Services and

to achieve the Service Levels until the Required Consents are obtained if and to the

extent that the SCA's obligations are dependent upon such Required Consents.


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c) GoAP shall ensure that the State Data Centre, the State Portal and SWAN, as necessaryfor the provision of the services by the SCA, are installed, operated and maintained by it

throughout the Term and shall facilitate the integration thereof with the CSCs.

2.8 Use and Upkeep of AssetsDuring the Term the SCA shall:

a) take all reasonable and proper care of the CSCs; including the entire hardware andsoftware, network or any other information technology infrastructure components used

for the CSCs and other facilities leased / owned by the SCA (hereinafter Assets) as per

this MSA in proportion to their use and control of such Assets which will include all

upgradation / enhancements and improvements to meet the current needs of delivering

Government Services;

b) provide permission to the GoAP and SDA and any persons duly authorized by it/them toenter any land or premises on which the Assets are for the time being located so as to

inspect the same; and

c) in the event of setting up CSCs in any GoAP location, the GoAP shall, to the extentnecessary for the SCA to provide the Services, subject to compliance by the SCA with

any safety and security guidelines which may be provided by the GoAP and notified to

the SCA in writing, provide the SCA with: (i) reasonable access to the CSCs for

customers as well as SDA and its designated agencies, as well as GoAP personnel, as per

mutually agreed specified timings ; and (ii) access to office equipment as mutually

agreed and other related support services in such location and at such other GoAP

location, if any, as may be reasonably necessary for the SCA to perform its obligations

hereunder; and

d) agree that the grant of aforesaid access to the SCA to the GoAP locations shall be in thenature of a bare license and shall not in anyway confer or be deemed to have been

conferred on the SCA any right, title or interest whatsoever (whether in the nature of an

easement or otherwise) in such locations, office equipment or support services or any

part thereof and nothing in these presents contained shall be construed as a demise in law

of such locations unto the SCA so as to give the SCA any legal interest therein. The SCA

shall only have the right to enter upon such locations for the purpose of executing the

Scheme in accordance with the terms hereof.

e) not part with or create any encumbrances whatsoever on the whole or any part of suchlocations, office equipment or support services made available by GoAP to the SCA.


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f) agree that the GoAP building locations, where available, from time to time, shall bemade available to the SCA on an "as is, where is" basis by the GoAP. The SCA agrees to

ensure that its VLEs and to the extent possible the users, do not use such locations,

services and items made available by GoAP for

i. the transmission of any material which is defamatory, offensive or abusive or of anobscene or menacing character; or

ii. any act, which constitutes a violation or infringement of the rights of any person,firm or company (including but not limited to rights of copyright or other

intellectual property right, confidentiality or privacy).

g) at all times, afford access to the CSC business (including the CSCs, SCA offices,systems, software, hardware, networks, sites, accounts, documents, records, contracts,

materials, personnel, subcontractors, VLEs, etc.) to GoAP or the SDA, as the case may

be, their authorized officers, representatives, advisors, experts, auditors and monitoring

or certifying entities, the representatives of any competent government authority having

jurisdiction over the Scheme to inspect the CSCs and their roll out and operation and to

investigate any matter within their authority and the SCA shall provide to such persons

reasonable assistance necessary to carry out their respective duties and functions.

h) The SCA shall at all times co-operate by providing reasonable access and services to theCSCs for customers as well as the SDA and its designated agencies, as well as GoAP

personnel, as per timings specified in the RFP; and

i) Incase the State Government provides premises to the Service Centre Agency (SCA) toset up Common Services Centers, the SCA shall pay a license fee/rent if prescribed by

the State Government. The premises so provided shall be on a bare License authorizing

the SCA to enter upon the Kiosk for the purpose mentioned in the Master Service

Agreement for the duration of this Agreement. The SCA shall not at any time -

(i) claim ownership or any right title or interest in the said premises either whole or in

part

(ii) assign or transfer the said premises either whole or in part

(iii) claim tenancy or lease rights or adverse position in respect of the said premises

j) The license granted is personal to the SCA and is not transferable. The premises shall notbe sub-licensed and the SCA shall not enter into any partnership and/or create any third

party interest in respect of the said premises.

k) The SCA shall maintain the premises with the same care as his own premises, thestandard of care in no case being less than reasonable.


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l) Without prejudice to the provisions of clause 4.2 of this Agreement, on expiry or soonerdetermination of this Agreement, the SCA shall remove all equipment and effects from

the premises and make available the premises, to the GoAP / SDA or its designated

agency, in the same condition in which they had been received

2.9 Requirements for the Prime BidderOther than the Prime Bidder, other consortium members may be changed but only after the

full roll out of the CSCs in the districts has been achieved and with the prior written approval

of the SDA and/or its nominated agencies. Provided that in the event of any such approved

change of consortium members, the entities (companies) replacing them shall have, to the

reasonable satisfaction of the SDA, the same or higher financial, technical and legal

qualifications as the outgoing entities. In the event the SDA does not grant approval for the

change of the non-principal bidders or suitably qualified replacement entities (companies) are

not available/ found, the exit of the non-principal bidders shall constitute a breach of this

MSA

2.10 Security and Safetya) The SCA will comply with the directions issued from time to time by the GoAPor the

SDA and the standards related to the security and safety as stated in the RFP, insofar as it

applies to the provision of the Government services.

b) Each Party to the MSA shall also comply with GoAPs/ SDAs IT security and standardspolicies in force from time to time, which the GoAP / the SDA makes the SCA aware in

writing insofar as the same apply to the provision of the Government services.

c) The Parties to the MSA shall report forthwith in writing to each other all identifiedattempts (whether successful or not) by unauthorized persons either to gain access to or

interfere with the GoAPs data, facilities or Confidential Information.

d) The Parties under the MSA shall promptly report in writing to each other any act oromission which they are aware that could have an adverse effect on the safety and

information technology security at the CSC's / GoAPs facilities.

2.11 Co-operationa) Except as otherwise provided elsewhere in this MSA, each Party ("Providing Party") to

this MSA, undertakes promptly to provide the other Party ("Receiving Party") with all

such information and co-operation which the receiving Party reasonably requests,

provided that such information and co-operation:

i. Does not require material expenditure by the Providing Party to provide; and


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ii. Is reasonably required by the Receiving Party in order for it to comply with itsobligations under this MSA; and

iii. Is not Confidential Information; andiv. Is capable of being provided by the Providing Party.

b) Each Party agrees to co-operate with the contractors and sub-contractors of the otherParty as reasonably requested in order to accomplish the purposes of this MSA


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3. Financial Provisions

3.1 Payments and Chargesa) The GoAP will pay up to a maximum of Rs._______ per CSC per month to the SCA,

towards revenue support, on a quarterly basis as per the financial bid of the SCA

accepted by the SDA, vide letter no.____ dated _______

b) The SCA shall not be entitled to receive any capital support/subsidy from the GoAPand/or for undertaking the roll out of the Scheme and the SCA shall be required to

finance the same through its own resources or funding arranged by it at its cost.

c) The SCA shall be entitled to retain its specified share of the transaction charges,collected from the citizens pursuant to the provision of Government services under this

MSA, through the CSCs, and receive the revenue support, as explained in the RFP, and

as bid and accepted by the SDA, from GoAP during the Term. Such revenue supportshall be payable by GoAP to the SCA on a quarterly basis

d) The SCA and its VLEs shall be authorized to collect the transaction charges from theusers for the Government applications/services as specified in Appendix B of Schedule 3

and as may be revised from time to time, at rates fixed by GoAP. The SCA/its VLEs

shall promptly deposit the GoAPs or a Government utility service providers share of

such transaction charges, as applicable, at the pre-agreed rates and within the time

specified as maybe, along with the applicable / stipulated / mandatory fee, if any, relating

to such application / service and the service tax, if any, in the respective designated bankaccount of the GoAP or the relevant utility service provider, as the case may be, as

notified in writing by the SDA to the SCA from time to time. Unless otherwise specified

to the contrary, the GoAPs share of the transaction charges, such applicable / stipulated

fee and the service tax, if any, shall be deposited in the SDA bank account, as notified in

writing by the SDA to the SCA. The transaction charges may be collected from the users

by the VLEs and credited by SCA/VLE to the GoAP bank account or the bank account

of the utility service provider, but as between the GoAP and the SDA/relevant utility

service provider on the one hand and the SCA on the other hand, the SCA shall be liableand responsible for all such operations and activities and ensuring to deposit the share of

revenue of the Government and other Utility Service Providers as applicable.


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e) The SCA shall ensure and be liable for the timely deposit of such monies as stated aboveby its VLEs and shall defend, hold harmless, indemnify and keep indemnified the GoAP

and the SDA/relevant utility service provider from and against any failure on its part/by

VLEs in the timely deposit of such monies or failure to deposit such monies, in full or

part. State/ Utility service provider shall reasonable endeavor that do not levy any

remittance charges on deposits being made by VLE/SCA in their respective

f) The SCA would not be eligible for revenue support bid for and accepted by the GoAP,unless the CSCs have been rolled out within the specified time frame and are certified as

operational by the SDA. Once the SCA has set up and made operational 100% of the

CSCs, the SCA shall be eligible for 100% of the revenue support for these CSCs. The

time frame for completion of the complete roll out (100%) shall remain 12 months from

the effective date (signing of the agreement with the State Government / SDA). The

revenue support will be paid on the quarterly basis.

g) For the purposes of determining the amount of support to be disbursed, the revenuesactually generated from the delivery of Government Services would not be deducted

from the revenue support bid accepted by the State. The revenue support to be disbursed

to the SCA would be re-evaluated at the end of each year, i.e., the fourth quarter, based

on the revenue generated in each quarter (land records) and the revenue support

disbursed at the end of each of the three quarters. Consequently, the revenue support to

be disbursed at the end of the fourth quarter would be adjusted keeping in view the total

revenues earned through Government services (land records) through the year and the

revenue support disbursed in the first three quarters.

h) The relationship between the SCA and the VLEs shall be decided by their mutualagreement

i) All payments are subject to the application of debits / or recovery towards liquidateddamages for delays and/or breaches by the SCA/its VLEs in meeting the Service Levels

and performance standards in the provision of Services in accordance with the provisions

hereof, at the rates specified in the applicable Agreements. It is clarified here that in case

of the failure of the SCA to meet the Service Levels agreed to, the SDA may calculate a

financial sum and debit the same against the payment to be made to the SCA or effect

recovery as the case may be, such sum being determined in accordance with the terms of

the Service Level Agreements

j) Except as otherwise provided for herein or as agreed between the Parties in writing, theGoAP/SDA shall not be required to make any payments in respect of the Services other


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than those covered by the terms of payment as stated herein, including the Financial

Provisions section of this MSA.

3.2 Invoicing and Settlementa) As regards the revenue support quoted by the SCA in the financial bid as accepted by

SDA, vide letter no. ______________________ and dated___________, the SCA shall

submit its invoices in accordance with the following principles:

i. The SCA shall submit a certificate from the SDA or its designated agenciescertifying that all the CSCs in the allotted division/districts (bid unit) of the SCA

have been rolled out and are operational to the satisfaction of the SDA or its

designated agencies.

ii. The SCA shall submit quarterly invoices for the revenue support along with adetailed MIS sheet in respect of the services delivered and a quarterly provisional

financial statement indicating revenue generated from delivery of Government

services. The SCA shall also provide a certificate by a Chartered Accountant every

six (6) month certifying the above statement. The SCA shall further submit audited

statement of accounts annually.

iii. At the end of fourth quarter, the SCA shall submit a detailed MIS sheet for all fourquarters of the year in respect of the services delivered and an audited financial

statement indicating revenue generated from delivery of Government services. The

revenue support to be disbursed at the end of the fourth quarter will be adjusted to

balance the total revenues generated in the complete year and the revenue support

disbursed in the previous three quarters.

b) The SCA shall invoice all payments for revenue support by the 10th working day ofthe month following the relevant quarter in which the Services were provided.

c) Payment of the revenue support shall be made by GoAP to the SCA within 21 working daysof the receipt of invoice by the GoAP subject to adjustments for liquidated damages and set

off against revenues generated out of Government Services through the CSCs and surplus

payment(s) made, if any, during previous quarter(s).

d) The GoAP shall be entitled to delay or withhold payment of any invoice or part of itdelivered by the SCA where the GoAP disputes such invoice or part of it provided that such

dispute is bona fide. The withheld amount shall be limited to that which is in dispute. The

disputed amount shall be settled in accordance with the escalation procedure as set out in this

MSA. Any exercise by the GoAP under this article shall not entitle the SCA to delay or

withhold provision of the Government Services.


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3.3 Taxa) The SCA/VLEs shall pay for all taxes under the applicable laws arising from its

operations/activities/services/business under the MSA and/or in connection with the

MSA.

b) The GoAP/SDA shall deduct withholding taxes as per the applicable laws from theamounts due and payable to the SCA wherever applicable.

c) The Parties shall cooperate to enable each Party to accurately determine its own taxliability and to minimize such liability to the extent legally permissible.

d) Service taxes as applicable shall be levied to and be payable by the customers over andabove the transaction charges specified in the RFP


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4. Breach and Rectification

4.1 Events of Default, Rectification and Terminationa. If there is breach which translates into default as per this MSA in provisioning of

Government services and/or default as per this MSA in provisioning of Government

services on account of matters related to the provision of other IT and non-IT services by

the SCA under the Scheme/through the CSC network, continuously for more than seven

days or more than a cumulative period of ten days in a month, except in conditions of

force majeure, the same shall attract liquidated damages at the rate of 20% per CSC per

week of the monthly revenue support sought OR Rs.1,000 per CSC per week, whichever

is more. In case the rectification is not carried out within 30 days of the applicability of

the inoperability clause, it would constitute a material breach by the SCA, which shall

entitle the SDA to, at its sole option, forthwith terminate this MSA on the expiry of suchstipulated period, unless the SCA has in the meantime rectified, removed or cured, as the

case may be, such material breach. The SDA may at its sole option, debit or set off the

amounts of liquidated damages/penalties, if any, against the payments as defined in the

Payment and Charges section of this MSA, and/or through invocation or forfeiture of the

Performance Security, in full or part, as the case may be

b. In the event the SCA fails to make timely deposit of the Government monies asstipulated, the SCA shall be required to pay liquidated damages at the rate of 20% of the

total overdue amount due or Rs.1000 per week per CSC, whichever is more. In the eventthat such payment defaults occur for three (3) consecutive weeks, the GoAP/SDA shall

be entitled to forthwith stop the SCAs access to State Data Centre,

http://arunachalpradesh.gov.in , APSWAN, Government applications, as well as

any other Government support, whether physical or otherwise, and require the SCA to

stop providing the Government services to the citizens through the CSCs including

termination of the MSA. The SDA may at its sole option, debit or set off the amounts of

liquidated damages due to it against the terms of payment as defined in the Financial

Provisions section under this MSA and/or through invocation and forfeiture of thePerformance Security, in full or part, as the case may be

c. In the event the SCA fails to make timely deposit of the Government utility providersshare of the gross amounts of the weekly transaction charges collected from the citizens

in accordance with the RFP, the SCA shall be required to pay liquidated damages at the

rate of 20% of the total overdue amount due or Rs.1000 per day per CSC, whichever is


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more. In the event that such payment defaults occur for three (3) consecutive weeks, the

GoAP/SDA shall be entitled to forthwith stop the SCAs access to State Data Centre,

http://arunachalpradesh.gov.in, APSWAN, Government applications, as well as any

other Government support, whether physical or otherwise, and require the SCA to stop

providing the Government services to the citizens through the CSCs, and may even

terminate the MSA. The SDA may at its sole option, debit or set off the amounts of

liquidated damages due to it against the terms of payment as defined in the Financial

Provisions section of this MSA and/or through invocation and forfeiture of the

Performance Security, in full or part, as the case may be

d. In the event of any invocation of the Performance Security by the SDA, the SCA shall berequired to forthwith replenish or top up the existing Performance Security, failing which

the same shall constitute a material breach by the SCA, which shall entitle the SDA to

terminate this MSA. Failure to replenish/top up within seven (7) days will invite

liquidated damages of Rs.1,000 per day and penal interest @ 18% for the delayed period

for the amount of deficit in the Performance Security. Failure to Replenish/top up

beyond thirty (30) days will be material breach and may lead to termination of

agreement.

4.2 Effects of Terminationa. The termination provisions set out in this MSA shall apply mutatis mutandis to the Service

Level Agreements.

b. Upon termination of this MSA, the Parties will comply with the Exit Management Schedule,as outlined in this MSA, in Schedule 2

c. Upon the expiration or termination of this MSA, SCA shall undertake the actions set forth inthis MSA to assist the GoAP/SDA to procure replacement services as provided hereunder:

i. The SCA undertakes to negotiate in good faith with the GoAP/SDA and any relevantReplacement SCA in respect of commercial terms applying to all SCA Intellectual

Property Rights and which the GoAP/SDA and any relevant Replacement SCA require

to enable them to provide or receive services substantially equivalent to the Services

hereunder

ii. In respect of SCA third party Intellectual Property Rights, SCA undertakes to assist theGoAP/SDA to secure such consents or licenses from such third parties as are necessary

to enable GoAP/ SDA / Replacement SCA to receive services substantially equivalent

to the Services hereunder.


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iii. The SCA shall hand over to the GOVT OF ARUNACHAL PRADESH / SDA or itsdesignated agency in accordance with the terms of this MSA, assets or deliverables

including the software, if any, (and including any data, ownership, source code and

associated documentation which is the work product of the development efforts

involved in the Scheme) in which the GoAP/SDA has the right, title and interest and

that is in the possession or control of the SCA.

iv. Notwithstanding anything contained herein above and without prejudice to the right toterminate this MSA, if the SCA fails to set up and operationalize the CSCs in

accordance with Article 2.3 above, the Govt. of Arunachal Pradesh / SDA may in its

sole discretion, instead of terminating this MSA, engage another person to fulfill the

remaining obligations (or part of the remaining obligations) as may be decided, at the

risk and cost of the SCA. The additional cost incurred by the Government shall be

recoverable from the Performance Security or any amount payable or due to the SCA,

and in case such Performance Security or amount is not adequate, the SCA shall make

good the shortfall.

v. The action as provided in Article 4.2 above shall not be construed or treated as waiverof any right of the Govt. of Arunachal Pradesh / SDA and the right to terminate this

MSA shall subsist even if an action in accordance with Article 4.2 had been taken


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5. Warranties, Liabilities and Confidentiality

5.1WarrantiesThe SCA warrants and represents to the GoAP and SDA that:

a) It has full capacity and authority and all necessary approvals to enter into and to performits obligations under this MSA;

b) This MSA is executed by a duly authorized representative of the SCAc) It shall discharge its obligations under this MSA with due skill, care and diligence so as

to comply, with this MSA

5.2Third Party Claimsa) The SCA (the "Indemnifying Party") undertakes to indemnify the GoAP and/or

SDA/their nominated agencies, as the case may be, (the "Indemnified Party") from and

against all losses, claims or damages on account of bodily injury, death or damage totangible personal property arising in favor of any person, corporation or other entity

(including the Indemnified Party) attributable to the Indemnifying Party's performance or

non-performance under this MSA

b) The indemnities shall be subject to the following conditions:i. the Indemnified Party, as promptly as possible, informs the Indemnifying Party in

writing of the claim or proceedings and provides all relevant evidence, documentary

or otherwise

ii.

the Indemnified Party shall, at the cost of the Indemnifying Party, give theIndemnifying Party all reasonable assistance in the defense of such claim including

reasonable access to all relevant information, documentation and personnel provided

that the Indemnified Party may, at its sole cost and expense, reasonably participate,

through its attorneys or otherwise, in such defense

iii. if the Indemnifying Party does not assume full control over the defense of a claim asprovided in this Article, the Indemnifying Party may participate in such defense at its

sole cost and expense, and the Indemnified Party will have the right to defend the

claim in such manner as it may deem appropriate, and the cost and expense of theIndemnified Party will be included in losses

c) The Indemnified Party shall not prejudice, pay or accept any proceedings or claim, orcompromise any proceedings or claim, without the written consent of the Indemnifying

Party


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d) All settlements of claims subject to indemnification under this MSA will: (a) be enteredinto only with the consent of the Indemnified Party, which consent will not be

unreasonably withheld and include an unconditional release to the Indemnified Party

from the claimant or plaintiff for all liability in respect of such claim; and (b) include any

appropriate confidentiality agreement prohibiting disclosure of the terms of such

settlement

e) The Indemnified Party shall account to the Indemnifying Party for all awards,settlements, damages and costs (if any) finally awarded in favor of the Indemnified Party,

which are to be paid to it in connection with any such claim or proceedings

f) The Indemnified Party shall take steps that the Indemnifying Party may reasonablyrequire to mitigate or reduce its loss as a result of such a claim or proceedings; and

5.3Limitation of Liabilitya) There shall be no limitation of liability in respect of the SCA in case of any damages for

bodily injury (including death) and damage to real property and tangible personal

property, other than as applicable under the relevant laws.

b) Neither this MSA nor the Agreements grants or creates any rights, benefits, claims,obligations or causes of action in, to or on behalf of any person or entity (including any

third party) other than between the respective Parties to this MSA, as the case may be.

c) Any claim or series of claims arising out or in connection with this MSA shall be timebarred and invalid if legal proceedings are not commenced by the relevant Party against

the other Party within a period of 3 years from the date when the cause of action first

arose or within such longer period as may be permitted by applicable law without the

possibility of contractual waiver or limitation.

d) The GoAP/SDA shall be entitled to claim the remedy of specific performance under thisMSA.

5.4Force Majeurea) Neither Party to this MSA shall be liable to the other for any loss or damage which may

be suffered by the other due (directly) to the extent and for the duration of any cause

beyond the reasonable control of the Party unable to perform ("Force Majeure") events

such as but not limited to acts of God not confined to the premises of the Party claiming

the Force Majeure, flood, drought, lightning or fire, earthquakes, strike, lock-outs beyond

its control, labour disturbance not caused at the instance of the Party claiming Force

Majeure, acts of government or other competent authority, war, terrorist activities,

military operations, riots, epidemics, civil commotions etc. No failure, delay or other


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default of any contractor or sub-contractor to either Party shall entitle such Party to claim

Force Majeure under this MSA

b) The Party seeking to rely on Force Majeure shall promptly, within seven (7)days, notifythe other Party of the occurrence of a Force Majeure event as a condition precedent to the

availability of this defense with particulars detail in writing to the other Party and shall

demonstrate that it has and is taking all reasonable measures to mitigate the events of

Force Majeure

c) In the event the Force Majeure substantially prevents, hinders or delays the SCA'sperformance of Services, in over 20% CSCs, for a period in excess of 30 days, the SDA

may declare this as an emergency situation. The SDA will issue a notice to the SCA to

resume normal services at all affected sites and for all operations within a period of 15

days. In the event that the SCA is not able to resume services within the next 15 days, the

SDA may obtain substitute performance from an alternate supplier/SCA.

d) All payments pursuant to termination due to Force Majeure event shall be in accordancewith the Financial Provisions section outlined in this MSA

e) Notwithstanding the terms of this MSA, the failure on the part of the SCA to implementany disaster contingency planning and back-up and other data safeguards in accordance

with the terms of the this MSA and subsequent Agreements, against natural disaster, fire,

sabotage or other similar occurrence shall not be an event of Force Majeure

5.5Confidentialitya. The GoAP/SDA may permit the SCA to come into possession of confidential public

records as per the needs of the Scheme and the SCA (including its VLEs, employees,

contractors, agencies and representatives) shall maintain the highest level of secrecy,

confidentiality and privacy with regard thereto.

b. Additionally, the SCA shall keep confidential all the details and information with regardto the Scheme, including systems, facilities, operations, management and maintenance of

the systems/ facilities.

c. The GoAP/SDA shall retain all rights to prevent, stop and if required take the necessarypunitive action against the SCA regarding any forbidden disclosure.

d. The SCA shall ensure that all its employees, agents and sub-contractors executeindividual non-disclosure agreements, which have been duly approved by the

GoAP/SDA, with respect to this Scheme

e. The aforesaid provisions shall not apply to the information:i. already in the public domain; and


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ii. which has been received from a third party who had the right to disclose theaforesaid information; and

iii. disclosed to the public due to a court order.5.6Audit, Access and Reporting

a. The GoAP/SDA/ nominated agency like the SPV, may carry out routine, random and periodic audits and inspections, by itself or through authorized representatives of all

project/services related documents, data, locations, accounts, information at its own

expense and cost; GoAP/SDA/ nominated agency like the SPV, shall endeavor to

conduct such audits with the lowest levels of inconvenience and disturbance practicable

being caused to the SCA or users

b. The GoAP/SDA/ nominated agency like the SPV, may carry out non-timetabled auditsare necessary as a result of an act of fraud by the SCA, a security violation, or breach of

confidentiality obligations by the SCA.

c. The frequency of audits (time tabled) shall be 6 monthly, provided always that theGoAP/SDA shall endeavor to conduct such audits with the lowest levels of

inconvenience and disturbance practicable being caused to the SCA or users

d. The audit and access rights contained within this section shall survive the termination orexpiration of the MSA for a period of twenty-four (24) months.

e. The SCA shall provide to the GoAP/SDA/ nominated agency like the SPV, or itsrepresentatives reasonable access to the Service Delivery Channel Network, VLEs,

employees, subcontractors, suppliers, agents, third party facilities, including leased

premises used for Scheme/kiosks, documents, records and systems reasonably required

for audit and shall provide all such persons with routine assistance in connection with the

audits and inspections. The GoAP/SDA/ nominated agency like the SPV, shall have the

right to copy and retain copies of any relevant records at its own expense and cost. The

SCA shall extend full support to co-operate with them.

5.7Verificationa. The GoAP/SDA/nominated agency like the SPV, shall have the right to, as shall be

reasonably necessary, to verify:

i. The security, integrity and availability of all GoAP Data processed, held or conveyedby the SCA on behalf of GoAP/SDA and the users and documentation related thereto

ii. That the actual level of performance of the services is the same as specified in theService Level Agreements


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iii. That the SCA has complied with the relevant technical standards, and has adequateinternal controls in place; and

iv. The compliance of the SCA with any other obligation under the MSA and/or theAgreements

b. The audit and access rights contained in the MSA shall survive the termination or expirationof the MSA for a period of 24 months

5.8Reportinga. The SCA will provide quarterly reports to the GoAP/SDA/their nominated agencies

regarding any specific aspects of the Scheme and in context of the audit and access

information as required or such by the GoAP/SDA or its nominated agencies.

b. For the purposes of audit, the SCA shall maintain true and accurate records in connectionwith the provision of the services and the SCA shall handover all the relevant records and

documents upon the termination or expiry of the MSA.

5.9Empowered Committeea. There shall be an Empowered Committee notified by the GoAP, with representatives

from SDA and other State Government Departments, who shall meet at least once a

month

b. The Empowered Committee shall perform the functions and in the manner moreparticularly described at Schedule 4 of the MSA


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6. Intellectual Property

6.1 Government IPRa) Except to the extent otherwise expressly provided in this MSA, the GoAP/ SDA shall

retain exclusive intellectual property rights to the forms, content, data and the

compilations of the GoAP/SDA to which the GoAP/SDA has sovereign rights and

nothing herein shall or will be construed or deemed to grant to the SCA any right, title,

license, sub-license, proprietary right or other claim against or interest in, to or under

(whether by estoppels, by implication or otherwise) to the aforesaid rights of

GoAP/SDA.

b) Without limiting the generality of the above article, and except to the extent otherwiseexpressly agreed by the Parties to this MSA in writing, nothing contained in this MSA

shall or will be construed or deemed to grant to the SCA any right, title, license or other

interest in, to or under (whether by estoppels, by implication or otherwise) any logo,

trademark, trade name, service mark or similar designations of CSC Scheme/GoAP/SDA

or its respective affiliates/nominees.

c) Subject to any sole or exclusive rights granted by the GoAP to a third party prior to theEffective Date, the GoAP may, if required, grant to the SCA and any sub-contractors to

the SCA solely for use in their performance of Services for GoAP/SDA or its nominated

agencies, non-exclusive, paid-up, royalty-free right and license during the Term of this

MSA, but not the right to sub-license, to use the GoAP Data including the right to copy,

perform, display, execute, reproduce, modify, enhance and improve the GoAP Data to

the extent reasonably necessary or useful for the provision of Services hereunder

d) The SCA shall indemnify, defend and hold harmless GoAP/SDA and its respectiveofficers, employees, successors and assigns, from and against any and all losses arising

from claims by third parties that any Deliverables (or the access, use or other rights

thereto) created by SCA pursuant to this MSA or any equipment, software, information,

methods of operation or other intellectual property (or the access, use or other rights

thereto) provided by SCA or sub-contractors to the SCA pursuant to this MSA:

i. Infringes a copyright enforceable in India,ii. Infringes a patent issued in India, or

iii. Constitutes misappropriation or unlawful disclosure or use of another Party's tradesecret under the laws of the India (collectively, "Infringement Claims"); provided,

however, that this will not apply to any Deliverable (or the access, use or other


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rights thereto) created by (A) GoAP/SDA ; (B) third parties (i.e., other than SCA

or SCA's sub-contractors) at the direction of GoAP/SDA

e) The GoAP/SDA shall have no liability or obligation to SCA or any other Party aboveto the extent the Infringement Claim is based upon any use of the equipment, software,

information, methods of operation or other intellectual property (or the access, use or

other rights thereto) for the benefit of any Party (including any use by SCA or its

nominees outside the scope of the Services) other than for the GoAP/SDA.

f) Notwithstanding any provisions of this MSA to the contrary, the foregoing remediesconstitute the Parties' sole and exclusive remedies and each Party's entire liability, with

respect to Infringement Claims

6.2 SCA IPRa) All right, title and interest in and to, and ownership in, Proprietary Information of GoAP

which may, if required, be provided to SCA, and all modifications, enhancements and

other derivative works of such GoAP Proprietary Information ("GoAP Proprietary

Information"), as a result of Services rendered by the SCA hereunder shall remain solely

with the GoAP. SCA shall be entitled to use such GoAP Proprietary Information only

during the Term and only for the purposes of providing the Services or to the extent

necessary for SCA's normal operational, repair and maintenance purposes related to the

Services. The GoAP shall retain ownership of all Intellectual Property Rights related to

GoAP Proprietary Information

b) All right, title and interest in and to, and ownership in, Proprietary Information of SCA,which is provided to the GoAP/SDA, and all modifications, enhancements and other

derivative works of such SCA Proprietary Information ("SCA Proprietary Information"),

shall remain solely with SCA. The SCA will upon the award of the Scheme in its favor,

declare the status of all the SCA Proprietary Information along with documentary

support sufficient to establish its sole legal rights in the aforesaid Proprietary Information

to the GoAP/SDA. This Proprietary Information shall refer to that which has been owned

by the SCA prior to commencement of the MSA.

c) Additionally, the GoAP/SDA shall also consider any software that may be acquired fromthird parties by the SCA, solely for its own purpose, during the term of the MSA as SCA

Proprietary Information. The GoAP/SDA/its nominated agencies shall be entitled to use

such SCA Proprietary Information only in connection with the Services or to the extent

necessary for GoAPs/CSC Scheme's normal operational, repair and maintenance

purposes related to the Services.


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7. Miscellaneous

7.1 SCA dutiesa) The SCA shall not change the key personnel named by it in the Bid except with the prior

written approval of the GoAP/SDA and replace with personnel having similar or higher

qualifications, such approval will not be unreasonably withheld, and will be processed

within seven (7) days of the request being made.

b) The SCA shall ensure that G2C services are effectively and cordially provided to thecitizens by the concerned VLEs. The SCA shall ensure that the VLE does not

hinder/inhibit the objective of the CSC scheme by withholding information or refusing to

deliver services as per demand of the citizens and availability of services.

c) In providing the B2C/B2B services, the SCA shall ensure that:i. which are opposed to public interest or public policy shall not be provided by

it/under the Scheme;

ii. such services shall not be provided in a manner that has an adverse impact on the provision of Government Services to citizens or on the operations, functioning,

performance, infrastructure and manpower requirements of the CSCs

iii. the provision of Services is carried out in accordance with the provisions andspecification set out in the RFP, the Bid and this MSA.

d) The SCA shall not transmit, cause to transmit or suffer transmission, under or pursuant tothe Scheme, of any material which is defamatory, offensive or abusive or of an obsceneor menacing character; or in a manner, which constitutes a violation or infringement of

the rights of any person or entity (including but not limited to rights of copyright and

other intellectual property rights, confidentiality or privacy).

e) The SCA shall have the right to fix the charges for B2C/B2B services at market drivenrates; provided that such rates are competitive rates and not exorbitant and do not

overburden the users of such services so as to dampen the overall image of the

Government of Arunachal Pradesh and the Scheme.

f)

The SCA shall indemnify, continue to indemnify and hold harmless the GoAP/SDA andits agencies from and against all costs (including attorney fees), liabilities of all types,

claims, litigation, proceedings, damages, , liquidated damages, etc arising or resulting

from the provision of B2C/B2B services under and pursuant to this MSA/the Scheme.

The GoAP/SDA shall not be liable in any manner whatsoever to any person whomsoever

in this behalf. All cost, risk and liability in this behalf shall be borne solely by the SCA.


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7.2 Commitment for future Government Servicesa) The GoAP/SDA shall provide and the SCA shall deliver, this being a mandatory

obligation of the SCA, all future available GoAP/SDA Government services/applications

under the Scheme/through the CSC channels.

b) The transaction charges, if any, for such future GoAP/SDA Governmentservices/applications shall be fixed by GoAP, on a mutually agreed basis, pursuant to

Service Level Agreements

7.3 Independent ContractorNothing in this MSA shall be construed as establishing or implying any partnership or joint

venture between the Parties to this MSA and, except as expressly stated in this MSA, nothing

in this MSA shall be deemed to constitute any Parties as the agent of any other Party or

authorizes either Party (i) to incur any expenses on behalf of the other Party, (ii) to enter into

any engagement or make any representation or warranty on behalf of the other Party, (iii) to

pledge the credit of or otherwise bind or oblige the other Party, or (iv) to commit the other

Party in any way whatsoever.

7.4 AssignmentAll terms and provisions of this MSA shall be binding on and shall ensure to the benefit of

the GoAP, SDA and the SCA and any assignment or transfer of this MSA or any rights

hereunder by either Party shall be strictly prohibited.

7.5 Trademarks, PublicityNeither Party may use the trademarks of the other Party without the prior written consent of

the other Party. Except as required by law or the rules and regulations of each stock exchange

upon which the securities of one of the Parties is listed, neither Party shall publish or permit

to be published either along or in conjunction with any other person any press release,

information, article, photograph, illustration or any other material of whatever kind relating

to this MSA, or the business of the Parties without prior reference to and approval in writing

from the other Party, such approval not to be unreasonably withheld or delayed.

7.6 Noticesa. Any notice or other document, which may be given by either Party under this MSA or

under the Service Level Agreements, shall be given in writing in person or by pre-paid

recorded delivery post or by facsimile transmission

b. In relation to a notice given under this MSA, any such notice or other document shall beaddressed to the other Party's principal or registered office address as set out below:


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Arunachal Pradesh State Council for Science & Technology,

Department of IT & Science and Technology,

Govt. of Arunachal Pradesh, Maung-phi Complex,

ESS-Sector, Itanagar-791111

Telephone No: 0360 2212934

Fax No: 0360-2212934

c. In relation to a notice under this MSA, it shall specify the Parties address for services ofnotices, any such notice to be sent to the Parties as the addresses set out in Article 7.6 (b).

d. Any notice or other document shall be deemed to have been given to the other Party (or, ifrelevant, its relevant associated company) when delivered (if delivered in person) if delivered

between the hours of 10.00 am to 4.00 pm at the address of the other Party set forth above or

if sent by fax, provided the copy fax is accompanied by a confirmation of transmission, or on

the next working day thereafter if delivered outside such hours, and 7 days from the date of

posting (if by letter)e. Either Party to this MSA may change its address, telephone number, facsimile number and

nominated contact for notification purposes by giving the other reasonable prior written

notice of the new information and its effective date

7.7 Severability and Waivera) If any provision of this MSA, or any part thereof, shall be found by any court or

administrative body of competent jurisdiction to be illegal, invalid or unenforceable the

illegality, invalidity or unenforceability of such provision or part provision shall not

affect the other provisions of this MSA or the remainder of the provisions in question

which shall remain in full force and effect. The relevant Parties shall negotiate in good

faith in order to agree to substitute for any illegal, invalid or unenforceable provision a

valid and enforceable provision, which conforms to the greatest extent possible with the

overall objects of the Scheme and parameters.

b) No failure to exercise or enforce and no delay in exercising or enforcing on the part ofeither Party to this MSA of any right, remedy or provision of this MSA shall operate as a

waiver of such right, remedy or provision in any future application nor shall any single or

partial exercise or enforcement of any right, remedy or provision preclude any other or

further exercise or enforcement of such right, remedy or provision or the exercise or

enforcement of any other right, remedy or provision

7.8 Compliance with Laws and RegulationsEach Party to this MSA accepts that its individual conduct shall (to the extent applicable to

it) at all times comply with all applicable laws, rules and regulations. For the avoidance of


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doubt the obligations of the Parties to this MSA are subject to their respective compliance

with all applicable laws and regulations.

7.9 EthicsThe SCA represents, warrants and covenants that it has given no commitments, payments,

gifts, kickbacks, lavish or expensive entertainment, or other things of value to any employee

or agent of the GoAP/SDA, or its nominated agencies in connection with this MSA and

acknowledges that the giving of any such payment, gifts, entertainment, or other things of

value is strictly in violation of GoAP's/SDAs standard policies and may result in

cancellation of this MSA and levy of any other liquidated damages including black-listing

the organization, if so decided by the Government

7.10 Entire MSAThis MSA, all schedules appended thereto and the contents and specifications of the RFP and

the Bid constitute the entire agreement between the Parties with respect to their subject

matter, and as to all other representations, understandings or agreements which are not fully

expressed herein.

7.11 SurvivabilityThe termination or expiry of this MSA or the Service Level Agreements for any reason shall

not affect or prejudice any terms of this MSA, or the rights of the Parties under them which

are either expressly or by implication intended to come into effect or continue in effect after

such expiry or termination.

7.12 Insurance Covera) On and from the date of execution of this MSA, the SCA shall maintain or cause to be

maintained, insurance policies as are customarily and ordinarily available in India on

commercially reasonable terms and reasonably required to be maintained consistent with

projects and facilities of the size and type of this Scheme, including loss that is due to

fire, floods, earthquake, riots, civil commotion or acts of God and as may be required by

the GoAP/SDA.

b) The premiums payable on insurance coverage as indicated above, including any costsand expenses incidental to the procurement and enforcement of such insurance coverage

shall be borne by the SCA.

7.13 Governing LawThis MSA shall be governed by and construed in accordance with the laws of India and the

courts of Arunachal Pradesh shall have jurisdiction over all matters arising out of or in

relation to this MSA.


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8. Dispute Resolution

8.1 Dispute Resolution

a. In case a Party is of the opinion that a dispute has arisen under this MSA, the Party shall notifythe other Party of the detailed nature of the dispute, the right or obligation under this

Agreement to which the dispute relates, and the relief sought by the Party raising the dispute.

b. The Parties shall in the first instance attempt to resolve the dispute in good faith. In case, theParties are unable to resolve the dispute, the matter shall be referred to the Empowered

Committee set up in accordance to this Agreement.

c. The Empowered Committee shall attempt to resolve the dispute in a meeting speciallyconvened for the purpose. The representatives of all Parties shall be invited to participate in

such meetings.

d. The negotiations between the Parties and the proceedings before the Empowered Committeeshall be kept confidential unless Parties agree otherwise.

e. Each Party shall bear its own cost in relation to the dispute resolution as aforesaid.f. In case, the Empowered Committee is unable to resolve the dispute, the dispute shall be

referred to arbitration in accordance with the provisions of the Arbitration and Conciliation

Act, 1996. The Arbitration

Documents

Bid Document No